Annual report pursuant to Section 13 and 15(d)

Variable Interest Entities and Equity Method Investments

v3.24.0.1
Variable Interest Entities and Equity Method Investments
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities and Equity Method Investments VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS
Investment Funds
Over a period of five years (2015 through 2019), we formed five investment funds (tax equity partnerships) with third party investors which granted the applicable investor ownership interests in the net assets of certain of our renewable energy project subsidiaries. As of December 31, 2023, we had three such investment funds each with a different third-party investor.
We consolidate the investment funds, and all inter-company balances and transactions between Ameresco and the investment funds are eliminated in our consolidated financial statements. We determined that the investment funds meet the definition of a VIE. We use a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether we have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long term customer contracts to be sold or contributed to the VIEs, and installation, operation, and maintenance of the solar energy systems. We considered the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we determined that we are the primary beneficiary of the VIEs for all periods presented. We evaluate our relationships with VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary.
Under the related agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the funds’ investor and our subsidiaries as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. See Note 12 for additional information about these investment funds and the call and put options.
Other Variable Interest Entities
We execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of these joint ventures generally consist almost entirely of cash and land, and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners.
We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint ventures economic performance, including powers granted to the joint ventures program manager, powers contained in the joint venture governing board and, to a certain extent, a company's economic interest in the joint venture. We analyze our joint ventures and classify them as either:
•a VIE that must be consolidated because we are the primary beneficiary or the joint venture is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners, or
•a VIE that does not require consolidation and is treated as an equity or cost method investment because we are not the primary beneficiary, or the joint venture is not a VIE and we do not hold the majority voting interest.
Many of our joint ventures are deemed to be VIEs because they lack sufficient equity to finance the activities of the joint venture.
The table below presents a summary of amounts related to our VIEs reflected in Note 1 on our consolidated balance sheets:
As of December 31,
2023 2022
Investment Funds Other VIEs Total VIEs Investment Funds Other VIEs Total VIEs
Cash and cash equivalents $ 5,099  $ 16,780  $ 21,879  $ 1,715  $ 8,392  $ 10,107 
Restricted cash —  —  —  799  —  799 
Accounts receivable, net —  1,977  1,977  24  566  590 
Costs and estimated earnings in excess of billings 662  13,409  14,071  951  1  952 
Prepaid expenses and other current assets 33  3,749  3,782  35  14,287  14,322 
Total VIE current assets 5,794  35,915  41,709  3,524  23,246  26,770 
Property and equipment, net —  267  267  89  —  89 
Energy assets, net 79,104  173,808  252,912  84,081  97,969  182,050 
Operating lease assets 4,748  12,908  17,656  4,901  —  4,901 
Restricted cash, non-current portion 73  —  73  73  —  73 
Other assets 10  74  84  30  —  30 
Total VIE assets $ 89,729  $ 222,972  $ 312,701  $ 92,698  $ 121,215  $ 213,913 
Current portions of long-term debt and financing lease liabilities $ 2,190  $ 132,427  $ 134,617  $ 2,087  $ —  $ 2,087 
Accounts payable 1,440  6,490  7,930  48  8,007  8,055 
Accrued expenses and other current liabilities 241  22,780  23,021  304  12,255  12,559 
Current portions of operating lease liabilities 133  6,953  7,086  117  —  117 
Total VIE current liabilities 4,004  168,650  172,654  2,556  20,262  22,818 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 17,167  —  17,167  19,177  —  19,177 
Long-term operating lease liabilities, net of current portion 5,063  3,823  8,886  5,159  —  5,159 
Other liabilities 356  —  356  866  2,709  3,575 
Total VIE liabilities $ 26,590  $ 172,473  $ 199,063  $ 27,758  $ 22,971  $ 50,729 
Equity and Cost Method Investments
Unconsolidated VIEs/joint ventures are accounted for under the equity or cost method. As of the years ended December 31, 2023 and December 31, 2022, we had seven and five unconsolidated joint ventures, respectively. During the year ended December 31, 2023, we invested $5,554 in two new joint ventures. No other material investments were made.
Our investment balances for these equity and cost method investments are included in other assets on the consolidated balance sheets and our pro rata share of net income or loss is included in operating income in the consolidated statements of income.
The following table sets forth the carrying value of our equity and cost method investments in joint ventures:
As of December 31,
2023 2022
Equity and cost method investments $ 18,709  $ 10,855 
We are not aware of any situations where the maximum exposure to loss significantly exceeds the carrying value show above.